The Fairest of Them All
by ajb279
Summary: Set in an AU in the Enchanted Forest Princess Emma at age 12 wishes to grow up fast she makes some terrible decisions before a dinner which include two young navy officers and other visitors. No dark curse has happened in this story. Emma and Killian will age in future chapters.
1. The Ugly Duckling

Looking into the ornate mirror, Emma pushed the frame of her gold rimmed spectacles back up on her nose and scowled at the face that stared back at her. At twelve Emma felt she was anything but beautiful. She was tall and gangly. Her long blonde hair fell straight down her back. Her green eyes didn't seem like anything special to her. And her chest was stubbornly flat. Flatter than a board.

Snow White stood in the door way and watched her daughter turn this way and that way and smiled. She had a motherly disposition that entitled her to think her child was the most beautiful person in the world. No matter what that child may think.

"Mirror, mirror on the wall, who's the fairest of them all?" Emma asked her reflection.

"Being the fairest of them all is not all it's cracked up to be my darling." Snow white met her daughter's eyes in the mirror.

"I wouldn't know." She murmured.

"Evil Queen wanting you dead with a price on your head, being thrown out of your own home, living in a forest with seven small, smelly, miners. "

"Meeting your prince charming and falling in love and living happily ever after."

"That didn't come as easy as you may think."

"Father is wrong; I'll never be as beautiful as you." Emma met Snow's eyes in the mirror. She let her eyes rake over the features of the fairest woman in all the lands. Snow White was everything she was rumored to be skin as white as snow hair as black as coal lips as red as the rose, and her eyes, Emma would swear her eyes match any emerald that the dwarves ever brought for the mine. It wasn't fair. Snow stepped forward and rested her chin on Emma's shoulder wrapping her arms around the girl's waist.

"Emma, Honey, you are beautiful and I'm not just saying that because I'm your mother. Every girl goes through the stage of awkwardness. You'll grow out of it. You just watch." Snow wiped a tear that had fallen on Emma's cheek. Then pressed a kiss to her temple and sent her maid in to help Emma get dressed for dinner.

Emma looked at the dress hanging on the wall, with its high neck and ruffle skirt she would look like a twelve year old but Emma wanted to look like an adult. She studied the gown and picked up a pair of scissors. The dress just wouldn't work as it was, she would make it better.

Twenty minutes later Emma put the dress on and yelped loudly. This was not what she had expected. Her maid pushed the door open cautiously and Emma looked up at her then using her best princess voice, she said, "Marielle, go get Gracie from the kitchen and do not say a word about this to anyone!"

"Yes, your highness." The young maid left quickly.

Emma looked at the dress in the mirror maybe it would look better when it was laced up. She struggled to reach both laces. Gracie would help her. Gracie was the daughter of the cook and Emma's best friend in the whole world. The two had grown up running around the castle together causing more mischief and mayhem than anything else. Gracie and Emma were usually at the bottom of any trouble in the castle.

Her best friend Gracie came running into the room. "Oh my word, Emma, your mother is going to kill you,"

"Maybe it won't look so bad when it's laced up. Help me Gracie!"

"Emma that dress is not going to look any better laced up you cut a giant hole in it your boobs will fall out! Well I guess you don't have to worry about that par." The dress was yellow and used to have a high neck but Emma had decided to trade that for an off the shoulder look unfortunately she was a twelve year old princess not a seamstress. The dress sported a giant hole where the neck and should be instead it fell all the way to her waist.

"You can't wear this." Gracie told her, her eyes full of sympathy and concern. "Your mother is going to kill you. The seamstress spent weeks making this dress. "

"I know, the high neck was supposed to be flattering to my figure. But I have no figure. I just thought that if I made it an off the shoulder more grown up style that I would like I have a figure."

"Well figure or no figure you can't wear this dress. What are our other options?"

"I'm a princess I have an entire room full of dresses." Emma stated dryly.

"Right, let's go find a dress and we'll work up an excuse to your dress. It looks like Cerberus sneaked in and tried to eat it."

"That'd be a good excuse for its condition." She decided. Gracie shot her a look that said really? No one will buy that.

They went to the wardrobe room and poured through dresses and Grace pulled out a powder blue on that she deemed appropriate for dinner. Emma scowled at the dress and sorted through her dresses and declared nothing would do.

"There are two very nice supposedly handsome officers from the Maritime Kingdom and I hear they are both single. I cannot look like a twelve year old in a pink frothy dress with… with... bows on it!"

"Emma, you are a twelve year old and this dress is Blue and has no bows on it."

Emma gave Gracie the "really? " look and turned from her dresses to her mother's dresses, with a gleam in her eyes she chose a gold colored evening gown suited for a ball more than a dinner.

"This is the one." Emma stated. Gracie gasped.

"Emma, no…"

'Gracie, yes …" Emma said in the same tone. Then she added, "I am your princess, and you must do as I say. So help me get into this damn dress."

"Fine, but I refuse to go down with the ship, so don't tell anyone I helped with this."

"Deal, I need a corset."

"You don't need a corset. You have no boobs."

"Will you quit talking about my breasts?"

Gracie laughed, "Emma you seriously have nothing to stuff a corset with."

"Then I'll have to do exactly that." Emma said determined.

Gracie looked at her warily, "Do what?" She asked cautiously. Emma was her best friend and she would do anything for her but was very afraid of getting in trouble.

"Why stuff the corset of course." Emma stated.

"Emma, are you crazy?"

"Possibly," Emma grabbed extra stockings from the drawers in the wardrobe room and set them aside. Grabbing up one of the silk corset's from the pile of clothing Emma made on the floor. She pulled on a pair of silk stockings and buttoned them to her bloomers before pulling on the corset. Emma held it against her body as Gracie tightened the laces on the corset. Emma pictured herself coming down the stairs dress trailing lightly behind her, hair done up just right and boobs spilling over the dress in near show of obscenity. All eyes turn on her the men's jaws drop and her mother's eyes tear and Her father gives her a proud fatherly look and she even notices a waiter or two staring at her for she is the fairest of them all..

"Emma… Emma… Emma!" Gracie yelled." Wake up."

"Gracie, tighten the laces, it's not tight enough."

"The corset laces are as tight as possible."

"But that's not possible. It's …. sticking out and my chest is not." Emma said on the verge of tears.

"Well we'll just have to stuff it with more than stockings." Gracie said, "Or we can give up the corset and the dress and go back to your closet." Emma glared at her friend as she looked around for something to stuff in her corset.

"I know exactly what to use." As inspiration stuck, she ran from the room in her current state of undress and entered her bed chambers. Gracie followed quickly dragging both dresses with her. "Help me unscrew these wood balls from my bed they're the perfect size"

"Emma, oh my God," Gracie said from behind her as she started unscrewing the wooden orbs.

Gracie helped Emma finish getting dressed then she turned her to look in the mirror. Emma looked at her reflection she still looked like a kid. "My spectacles, I look like a kid."

"You are a kid. You'll break your neck if you take off your spectacles."

"Oh come on, my eyesight isn't event that bad and Doc says I barley need my spectacles."

"Uh huh..." Gracie didn't sound very convinced but what the princess wanted the princess got.

The glasses came off the skirt was fluffed and smoothed and Emma was waiting at the top of the stairs to make a grand entrance. She was disappointed when not a single sole turned to watch her make her grand entrance. She turned and sent Gracie one last look then prepared to saunter down the stairs, after she tripped and nearly fell. Emma thanked the heavens that she didn't fall and lifted her skirts and descended. The head waiter announced that dinner was ready and Emma stood at the back of the group that included her mother, father two navy officers and their Admiral and a visiting dignitary and his six year old son.

Emma walked in as everyone was sitting at the table the soup course was already set as was routine. Her mother sat at the head of the table and her father was standing behind her pushing her chair in. at her entrance her mother's head tilted up and her smile dimmed a tad. Her father was slack jawed just like in her daydream but instead of a fatherly pride there was a confused horror. Her mother recovered quickly and no one seemed to notice the look of murder in her mother's eye.

"Emma, please come sit up here next to me so I can introduce you to our guests."

"Yes, mother." Emma lifted her head high and walked toward the chair her mother gestured to. She turned to see where the young navy men were seated. She was so intent on finding the men that she didn't notice that the chair was not pushed in all the way. The young man was preparing to stand upon her entrance, and she tripped over the foot of his chair and fell forward causing one of the wooden orbs to fall out of her dress and land right in the man's soup bowl.

Emma looked at the man; he was still seated in his chair one hand on her elbow to steady her and the other reaching into the soup bowl to pull out the wood ball and held it up to her. "I believe this is yours."

Emma let out a cry of embarrassment righted herself and catching her mother's look of indignation and her father's furious glare and the bright red face of the young man whom she nearly fall into and it was all too much, she ran from the room and straight to her bed throwing herself crying onto it.

She removed the other orb and peeled off the dress and slipped her robe on over her under clothes her hair fell from the knot in the back of her head as she lay back on the bed sobbing.

Snow White came in and sat on the edge of the bed she pushed the hair that fell into Emma's face away and Emma sat up and wrapped her arms around her mother sobbing.

"Oh, Emma, why are you in such in a hurry to grow up?" Snow asked rubbing her daughters back.

"I don't know. I'm just tired of being a kid. Father told me I should run a long and play with that kid. I'm not a kid and I don't play anymore I just want to be seen as more grown up than a six year old.

"Honey, you're always going to be your father's baby. He's going to see you as a kid until the day you birth your first child, maybe even beyond that," Emma laughed. "Now let's get you cleaned up and out of this ridiculous corset and you can finally wear the new dress I had made for you.

"Um about that…" Emma bit her lip and looked up at her mother. "I kind ruined it, accidently."

Snow white stood and went to where the dress lay over a chair and picked it up sighing. "Okay, here is your punishment for ruining dinner embarrassing you father and I and the young lieutenant. You must redress and join us down stairs. But first, let's find you the perfect dress and a corset that fits."

"I'd rather just stay in my room till I die. How can I face that guy again? Or father? He was so furious I could see it in his face." Emma moaned falling back to her pillows.

"Punishment, remember? it's not what you want but what you have to do. Now let's go find you a dress."

Snow pulled Emma up from her pillows and off the bed. She went to Emma's wardrobe and pulled out a sapphire blue gown it was a very simple full skirted Sapphire Blue gown with a neck line that was higher than the gold dress currently rumpled on the floor but lower than the ruined yellow one on the chair. Emma sighed to her it was too simple and not very flattering at all. Worst part was that it would show off the figure she doesn't have. Emma sighed but gave into her mother's demands.

Returning to dinner Emma sported her gold rimmed glasses again. She was returned to her chair between her mother and one of the officers, just not the one she had previously tripped over. She sent the man a small smile as he held her chair out for her. He had brown wavy hair and bright blue eyes and a kind smile and understanding in his eyes. As dinner was reserved the young man whom Emma learned was Captain Liam Jones and the man who sat next to him was his eighteen year old Kid brother Killian.

"I understand you wanting to be more grown up and I know that no matter how many times you are told not to grow up too soon it never matters, because you want to be an adult, because you think adults have all the fun, but I can tell you something. Some days I wish I was still a child."

"I am just tired of being treated like a child."

'Aye, I remember that very well. Killian over there went through that just a few years ago. My little brother was in such a hurry to grow up he grew up in the wrong way. He turned dark, drank too much and gambled away his future. It was a bad time then we were finally granted freedom and I joined the Navy and dragged him along with me."

"Aye kicking and screaming it was." Killian put in from the other side as Emma leaned forward to look at him past Liam he gave her a smile which sent Emma's twelve year old heart beating in her chest. She fell in love immediately. He had black hair pulled back into a ponytail and bright blue eyes that made his brothers eye shade dim in comparison and a scar on his cheek, she wanted to run a finger over it and to ask how he got it. Her face blushed pink as she held his gaze a little too long he raised one eyebrow and she nearly sighed. Turning her attention back to Liam she smiled, "Thank you for the kind words and for understanding, Captain."

That night and several nights after that, a pair of brilliant blue eyes under a raised black eyebrow haunted her dreams.


	2. Chapter 2: The Swan

**Chapter 2: The Swan**

Emma and Gracie giggled in the corner admiring the line of suitors Emma's parents had gathered for her sixteenth birthday ball. They made up silly names for the boys attending. They laughed until David came over and escorted the princess to the dance floor to open the ball.

While they danced David spoke to her, "It's been sixteen years since I held you in my arms for the first time. You've come a long way since then from mischievous little girl to gangly awkward teenager to the beautiful young woman who will someday rule this kingdom. I couldn't be prouder to call you my daughter. "He ended the dance and kissed her on the forehead.

Emma danced with several suitors and looked over at Gracie with envy she had only dance with two men all night, The King since he thought of Gracie as a daughter he deemed only appropriate he dance with her too and August, his real name was Pinocchio but he preferred August, and Gracie had a secret - not so secret crush on him. She didn't know if August knew or not.

The King and Queen announced it was time to blow out the candles and cut the cake. Emma walked over to the cake. She had everything she ever wanted it was handy being a Princess. The only thing she could ever really want was … and her thoughts immediately went to a night five years ago and a pair of blue eyes…

Killian Jones entered the ball room unannounced he had just got to port and was told of the princess' birthday it was the first time being back in Mist Haven in four years. When he was here last he had formed a bond with the royal family and was pleased to be back. He didn't know what to get a princess for her birthday he thought back to the night he met her she was a pretty little thing but the poor kid had tried to grow up too fast and embarrassed herself. Killian didn't hold it against her not even that night. He felt sorry for the kid it must be hard to grow up under such scrutiny. He heard tell the princess had grown up into a rare beauty, but she didn't go out much so he assumed she was still self-conscious about her looks.

He nodded to the guards and entered the palace gates. They didn't let just anyone through those gates but he suspected that his uniform may have been a good start. The invitation in his hand another good indication he was allowed to enter, He smiled to himself years ago he wouldn't have gotten anywhere near the castle let alone through the gates. He was escorted to the ballroom and informed that the cake was being served in the dining room if he wished to partake of it.

Killian wandered into the ballroom in search of the princess. He saw a young girl in a simple red gown she had blonde hair hanging straight down her back. When she turned he saw gold rimmed spectacles but couldn't see her face. He assumed it was the princess since he hadn't sees her in several years. He walked over to the young lady with his gifts in tow and stepped up to her and said, "Excuse me your highness." The woman turned and Killian realized it wasn't her at the same time he heard a voice behind him.

"Lieutenant Jones?" Killian whirled around to see a beautiful girl standing before him her blonde was loosely curled over one shoulder the crystal studded bodice of a sapphire blue gown was obviously not stuffed and her green eyes twinkled in the candlelight. She was more than beautiful she was breath taking.

Killian quickly recovered and smiled at the lady he had assumed was the princess. "Beg your pardon ma'am." He strolled over to Emma and bowed.

"I didn't know you were here, How are you? How is Liam?" Emma spoke quickly she had only met the brothers once but it was an unforgettable night. And her father had corresponded with the brothers over time.

"Actually, it's Captain now." Killian said casually. "Liam is fine; he has a girl in our home port and is visiting with her family this evening we captain separate ships now. He sends his well wishes." Emma smiled.

Emma forgot herself in her pride for the man she considered a friend and grabbed his hand in hers. "Oh, Captain Jones I'm so proud for you."

"Thank you, your highness." Killian said. 'Please call me Killian though."

"Well then you must call me Emma. I insist."

"Very well, Emma. I have a present for you it's from Liam and me." Killian pulled a small parcel out from the breast pocket of his coat.

"Thank you. You didn't have to get me a present though. Just seeing you is more than enough." Emma looked at him through her lashes to see his cheeks turn a slight shade of pink and his eyes grow a few shades darker.

Emma looked around the crowded ballroom then at Killian and clutched the small box to her chest. "Let's go to the terrace it won't be nearly as crowded. She opened the small wooden box unwrapped a swan adorned the hinged lid. Inside in a bed of velvet rested a small opal necklace.

"It's an opal it stands for seeing new colors I took it to mean a kind of transformation and though it was perfect even before I saw how beautiful you are."

"Killian it's wonderful. Thank you." She lifted the necklace to her neck which was void of decoration and neatly clasped it in place.

The opal landed just at the top of the swell of her breasts. Killian swallowed hard then offered her his hand. "Would you care to dance, princess?"

Emma looks around the small terrace "Here?"

Killian clasped her hand and led her into a waltz. "Here is perfect." She fit perfectly in his arms was the first thought in his mind. "I knew you were pretty as a child,"

"No, you didn't," Emma laughed. "I stuffed my mother's corset with the orbs from my bed post and dropped one in your soup bowl. There is no way you thought I was beautiful." Killian laughed.

"I did think you were pretty then but now you are beautiful. I felt bad for you that night, but I really respected you when you returned to the dinner table. I don't know if I would have been able to if I had been you."

"I wanted to impress you. I didn't even know you or Liam but I was determined not to be the little girl at the dinner table."

"Well you made quite an impression on me." Killian smiled mischievously and Emma punched him in the shoulder.

"I was in such a hurry to grow up. Afraid I would be ugly forever."

"You were never ugly Emma." Killian said his voice just above a whisper. Emma looked into his eyes and smiled shyly.

A throat being cleared from the door way caused them both to look over. Killian immediately dropped to kneel at the queen's feet. "Your majesty," Killian said in greeting.

"Good evening Lieutenant Jones." Snow said as the young man continued to bow.

"He's a captain now mama." Emma said to the queen.

"Congratulations Captain." Killian stood. "My husband and I heard you were here and Gracie mentioned you and Emma had strolled to the terrace. " The Queen offered as explanation. "David would like to meet with you in the strategy room when you are finished here." Killian bowed and bid his goodbyes to the ladies before leaving the terrace.

Emma rolled her eyes. "Killian was just giving me a gift form he and his brother. It's beautiful isn't it?"

Snow White examined the small opal and smiled for she knew what the meaning was. "It's perfect for you. Though I never thought you were an ugly duckling. I always knew you were a beautiful swan underneath the impatience and mischief. Father and I love you so much." Snow pulled Emma into a hug and then kissed her forehead. Emma smiled and they rejoined the party together.


	3. Chapter 3

Dear Readers,

I have grown very sick of stupid hurtful guest reviews. I will no longer be updating my stories through FF if You want to read them you will have to go to

/works/8655346/chapters/20266645

And be warned, I will not allow guest reviewers. If you want to bash me then be brave enough to use your name so I can see everything you have written. And bash all your choices.

-A-


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